Happy third birthday Dodd-Frank (and confidential filing process review)

One of the155 finalized rules of Dodd-Franks’ 398 total “to-do list” is the JOBS Act confidential filing process for Emerging Growth Companies. Vintage Filings was the very first provider to work with a client under this new provision. But of course, we could not tell you that at the time.

As a follow-up to our S-1 filing process white paper issued last week ( get it here ) – below are some cliff notes of the JOBS Act and a confidential filing.

DODD

What is: Emerging Growth Company 

An Emerging Growth Company (EGC) is an issuer that has total annual gross revenues of less than $1 billion during its most recently completed fiscal year.

What is: Confidential filing process 

An Emerging Growth Company can submit a confidential draft IPO registration to the SEC for review in advance of its initial public offering.

The EGC and SEC are prohibited from publicly disclosing the confidential filing, comments, and amendments during this review process. As the EGC moves closer toward its IPO, the JOBS Act requires that these filings be made available to the public.

The EGC would be required to publicly file their draft registration and amendments, with the SEC no later than 21 days before its roadshow. Plus the SEC staff will publicly release its comment letter and responses to staff comment letters on confidential draft submissions after the registration statement for the IPO becomes effective but no sooner than 20 days after the effective date.

What is: IPO Compliance Requirements

IPO requirement

Traditional IPO registrant

ECG JOBS Act

Registration process

Public

Confidential

Audited financial statements

3 Years

2 Years

Selected financial data

5 Years

2 Years

Executive compensation disclosures

Full

Equal to smaller reporting companies disclosures

What about: XBRL

The JOBS Act does not exempt EGCs from complying with the tagging requirements established by the XBRL requirements applicable to SEC registrants. We have this covered too.

Dodd-Franks has its political critics, but at here at ground-level, we have helped many companies with their confidential filing.

Have a great day.

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